EXHIBIT 10(a)
WELLS FARGO & COMPANY
DEFERRED COMPENSATION PLAN
(Includes Amendments Through January 1, 2001)
1. PURPOSE OF THE PLAN. On July 27, 1993, the Board of Directors of
Norwest Corporation, a Delaware corporation now known as "Wells Fargo & Company"
(the "Company"), authorized the creation of a nonqualified, unfunded, elective
deferral plan known as the "Norwest Corporation Employees' Deferred Compensation
Plan" (the "Plan") for the purpose of allowing a select group of management and
highly compensated employees of the Company and its subsidiaries to defer the
receipt of compensation which would otherwise be paid to those employees.
Effective July 1, 1999, the name of the Plan was changed to the "Wells Fargo &
Company Deferred Compensation Plan." The Company reserved the power to amend and
terminate the Plan by action of the Human Resources Committee of the Company's
Board of Directors. The Human Resources Committee desires to exercise that
reserved power of amendment by the adoption of this amended and restated Plan
document effective January 1, 2000.
2. DEFINITIONS. When the following terms are used herein with initial
capital letters, they shall have the following meanings:
(A)CD OPTION. An earnings option based on Wells Fargo Bank Minnesota,
N.A. one-year certificate of deposits as determined from time to
time by the Plan Administrator.
(B)COMMON STOCK. Shares of Wells Fargo & Company common stock.
(C)COMMON STOCK EARNINGS OPTION. An earnings option based on shares
of Common Stock.
(D)COMPENSATION. Salaries, bonuses and commissions earned by the
Eligible Employee during the Deferral Year for services
rendered to the Company or the Company's subsidiaries as
determined by the Plan Administrator and payable no later than
March 31 of the following Deferral Year.
(E)DEFERRAL ACCOUNT. A bookkeeping account maintained for each
Participant to which is credited the amounts deferred under a
Deferral Election and a Stock Option Gain Deferral Election,
together with any increase or decrease thereon based on the
earnings options selected by the Participant or mandated by the
Plan.
(F)DEFERRAL ELECTION. An irrevocable election made by an Eligible
Employee during an enrollment period specified by the Plan
Administrator to defer the receipt of Compensation for a given
Deferral Year.
(G)DEFERRAL YEAR. The Plan Year following the year in which a
Deferral Election is made.
(H)ELIGIBLE EMPLOYEE. Each employee of the Company or any of its
subsidiaries who has been selected for participation in this
Plan for a given Plan Year pursuant to Section 3 of the Plan.
(I)FUND OPTIONS. An earnings option based on a selection of
registered investment companies chosen from time to time by the
Plan Administrator.
(J)PARTICIPANT. Each Eligible Employee who has entered into a
Deferral Election or Stock Option Gain Deferral Election for a
given Deferral Year and each employee who has a Transferred
Account set up under the Plan shall be considered a
Participant. An employee who has become a Participant shall be
considered to continue as a Participant in the Plan until the
date of the Participant's death or, if earlier, the date the
Participant no longer has any Deferral Accounts under the Plan.
(K)PLAN ADMINISTRATOR. For purposes of Section 3(16)(A) of the
Employee Retirement Income Security Act of 1974, as amended,
the Human Resources Committee of the Company's Board of
Directors has designated that the Plan Administrator shall be
the Company's Executive Vice President Human Resources.
(L)PLAN YEAR. The twelve month period beginning on any January 1 and
ending the following December 31.
(M)STOCK OPTION GAIN COMPENSATION. Certain gains derived from
specified Common Stock option grants under the Company's
Long-Term Incentive Compensation Plan and any other stock
option plan approved by the Plan Administrator.
(N)STOCK OPTION GAIN DEFERRAL ELECTION. An irrevocable election made
by an Eligible Employee to defer the receipt of Stock Option Gain
Compensation.
(O)TRANSFERRED ACCOUNT. The bookkeeping account maintained for
each Participant to which is credited the Participant's
interest in any nonqualified deferred compensation plan
transferred to this Plan,
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together with any increase or decrease thereon based on the
earnings options selected by the Participant or mandated by
the Plan
3. ELIGIBILITY. Each regular and part-time highly compensated Eligible
Employee of the Company or any of its subsidiaries who has been selected for
participation in this Plan by the Plan Administrator or by such officers of the
Company to which the Plan Administrator has delegated its authority, shall be
eligible to participate in the Plan for a given Plan Year.
4. TRANSFERRED ACCOUNTS. Any employee who had an account under the
Wells Fargo & Company Benefit Restoration Program ("BRP") on June 30, 1999 that
transferred into this Plan on July 1, 1999, shall be deemed a Participant with
respect to their transferred BRP accounts subject to the terms of Appendix A to
this Plan. Effective January 1, 2000, the Norwest Corporation Elective Deferred
Compensation Plan for Mortgage Banking Executives, Norwest Mortgage Banking
Incentive Compensation and Deferral Plan and Norwest Mortgage Banking Deferral
Plan (the "Mortgage Plans") shall merge into this Plan. All accounts under the
Mortgage Plans on December 31, 1999 shall be transferred to this Plan effective
January 1, 2000. Any employee or former employee who has an account under the
Mortgage Plans on December 31, 1999 shall be deemed a Participant in this Plan
on January 1, 2000 with respect to their transferred Mortgage Plans' accounts
subject to the terms of Appendix A to this Plan. Effective January 1, 2000, the
Wells Fargo & Company 1997 Bonus Deferral Plan ("Bonus Deferral Plan") employee
accounts shall merge into this Plan. Employee accounts under the Bonus Deferral
Plan on December 31, 1999 shall be transferred to this Plan effective January 1,
2000. Any employee on January 1, 2000 who had an account under the Bonus
Deferral Plan on December 31, 1999 shall be deemed a Participant in this Plan on
January 1, 2000 with respect to their transferred Bonus Deferral Plan accounts
subject to the terms of Appendix A to this Plan.
5. DEFERRAL OF COMPENSATION. An Eligible Employee may elect to defer a
portion of the Compensation that the Eligible Employee may earn from the Company
or its subsidiaries during the Deferral Year following the year in which the
Deferral Election is made. FICA taxes and certain other payroll deductions
elected by the Eligible Employee shall be made before any deferrals are made
under this Plan. Such Deferral Election shall be made as described in Section
6(A)(2). An Eligible Employee may also defer certain Stock Option Gain
Compensation by completing a separate Stock Option Gain Deferral Election as
described in Section 6(B)(2).
6. ELECTION TO PARTICIPATE AND DEFER COMPENSATION AND STOCK OPTION
GAIN.
(A)DEFERRAL OF COMPENSATION.
(1) PARTICIPATION. Except as provided in Section 6(A)(3) as to
new Eligible Employees, an Eligible Employee becomes a
Participant in the Plan by filing, during an enrollment
period specified by the Plan Administrator but no later
than December 31 of the year preceding the
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Deferral Year, an irrevocable Deferral Election. An
Eligible Employee who has made a Deferral Election for any
Deferral Year and has a Deferral Account is a Participant.
The Deferral Election shall be effective only for the
Deferral Year specified. A new Deferral Election must be
filed for each Deferral Year. Amounts deferred under a
Deferral Election shall be credited to a Deferral Account
established under the Plan for the Eligible Employee.
(2) DEFERRAL ELECTION. The Deferral Election shall consist of
the Eligible Employee's election to defer Compensation,
election of earnings option(s) as described in Section
7(A), and election of the timing and form of distribution
of amounts deferred as described in Section 8. An Eligible
Employee may elect to defer (subject to any limitations on
Compensation imposed by the Plan Administrator for the
Deferral Year), in any combination, all or a part of the
Eligible Employee's (a) base salary earned and paid on a
periodic basis throughout the Deferral Year, (b) incentive
pay earned throughout the Deferral Year and paid after the
end of the Deferral Year, and (c) commissions and other
periodic incentive payments paid during the Deferral Year.
The Eligible Employee shall specify for each Compensation
category an amount to be deferred per pay period,
expressed either as a percentage or a dollar amount.
(3) INITIAL DEFERRAL ELECTION OR INITIAL ELIGIBILITY. A new
Eligible Employee must make a Deferral Election within
thirty (30) days of the date the Eligible Employee
receives notification of eligibility to participate in the
Plan in order to defer Compensation earned in the current
Deferral Year.
(B) DEFERRAL OF STOCK OPTION GAINS
(1) PARTICIPATION. An Eligible Employee may file at least
twelve (12) months prior to exercise, an irrevocable Stock
Option Gain Deferral Election. Stock Option Gain Deferral
Elections become effective immediately. An Eligible
Employee who has made a Stock Option Gain Deferral
Election is a Participant. Amounts deferred under a Stock
Option Gain Deferral Election shall be credited to a
Deferral Account established under the Plan for the
Eligible Employee.
(2) DEFERRAL ELECTION. A Stock Option Gain Deferral Election
shall consist of the Eligible Employee's election to defer
all of the eligible Stock Option Gain Compensation derived
from a specific stock option grant. Eligible Stock Option
Gain Compensation consists of only stock option gains
realized using the stock-for-stock swap ("stock swap")
method of exercise. Stock option gains derived from
either a cash exercise or a same day sale will not be
eligible Stock Option Gain
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Compensation. Therefore, if an Eligible Employee
elects to defer the stock option gain derived from a
specific stock option grant, the Eligible Employee
must agree to use the stock swap method under the terms
and conditions of such grant. Stock option gains from
stock swaps will be allocated solely to the Common Stock
Earnings Option. The Stock Option Gain Deferral Election
must also specify the timing and form of distribution of
the amount deferred as described in Section 8.
(3) EFFECT ON STOCK OPTIONS. The filing of a Stock Option Gain
Deferral Election prohibits the Participant from
exercising the stock option for at least twelve (12)
months. Termination of employment for any reason prior to
exercise will void the Stock Option Gain Deferral
Election.
7. DEFERRAL ACCOUNT VALUATION.
(A)EARNINGS OPTIONS. The earnings options available for selection
on the Deferral Election are as follows:
(1)Common Stock Earnings Option
(2)CD Option
(3)Fund Options
A Participant must choose to allocate amounts credited to the
Participant's Deferral Account among the earnings options in
increments of one (1) percent. Except as to new Eligible
Employees, the initial election of earnings options must be
made by the Participant in advance of each Deferral Year. A
Participant's Stock Option Gain Deferral Election will
automatically be allocated to the Common Stock Earnings
Option. In addition, twenty (20) percent of the amount of
Compensation deferred during a Deferral Year will
automatically be allocated to the Common Stock Earnings
Option. Except with respect to the portion of the Deferral
Account allocated to the Common Stock Earnings Option, after
the initial election of earnings options, a Participant shall
be entitled to change the earnings options for the
Participant's entire Deferral Account each January 1 by filing
an irrevocable earnings option election with the Plan
Administrator as of a date selected by the Plan Administrator
which is prior to the January 1 effective date.
(B)PERIODIC CREDITS OF DEFERRAL AMOUNTS. The Participant's
Deferral Account shall be credited with the amount of the
deferred Compensation on the day such deferred Compensation
would otherwise be paid to a Participant. All periodic credits
to a Participant's Deferral Account under
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the Fund Options shall be in share equivalents of the Fund
Options. All periodic credits to a Participant's Deferral Account
under the Common Stock Earnings Option shall be in share
equivalents of Common Stock. The number of share equivalents of
Common Stock credited to a Participant's Deferral Account for
Compensation deferrals under the Common Stock Earnings Option
shall be determined by dividing the amount of each periodic
credit by the New York Stock Exchange-only closing price per
share of Common Stock on the day that the deferred Compensation
is Credited to the Participant's Deferral Account (or, if the New
York Stock Exchange is closed on that date, on the next preceding
date on which it is open). When a stock option covered by a Stock
Option Gain Deferral Election is exercised using a stock swap,
the Participant's Deferral Account will be credited on the stock
option exercise date. The amount of each credit shall be equal to
the amount deferred from the Participant's Compensation and/or
Stock Option Gain Compensation. In the case of Compensation, each
credit shall be accounted for based on the earnings options
selected by the Participant on the Compensation Deferral
Election. In the case of Stock Option Gain Compensation, the
credit shall be based on the fair market value as of the stock
option exercise date as defined in the stock option plan.
(C)INCREASE OR DECREASE TO DEFERRAL ACCOUNTS. The value of a
Participant's Deferral Account will increase or decrease as
follows:
(1)CD OPTION. The amount of the increase or decrease for the
CD Option for a particular calendar month is calculated
based on the annual interest rate for a Wells Fargo Bank
Minnesota, N.A. one year certificate of deposit determined
as of the first business day of that month.
(2)FUND OPTION. The amount of the increase or decrease for a
Fund Option is based on the performance for the selected Fund
Option.
(3)COMMON STOCK EARNINGS OPTION. The amount of the increase
or decrease for the Common Stock Earnings Option is based
on the performance of the Common Stock including
dividends. Common Stock dividend equivalents will be
credited under the Common Stock Earnings Option at the
same time and same rate as dividends are paid on shares of
Common Stock.
8. DISTRIBUTIONS. Payment of Deferral Accounts shall be made in
accordance to the Participant's Deferral Elections, subject to the following:
(A)LUMP SUM OR INSTALLMENT DISTRIBUTIONS. A Participant must
elect to receive distribution of the Participant's Deferral
Accounts in either a lump sum or in annual installments over a
period of years up to ten.
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(B)TIMING OF DISTRIBUTION. A Participant must designate on the
Deferral Election the year that distribution from the
Participant's Deferral Account shall be made. For purposes of
Stock Option Gain Deferral Elections, the Participant may not
elect to receive the distribution earlier than twelve (12) months
after the date on which the option is exercised. In all events,
however, distribution shall commence as soon as practicable after
the March 1 immediately following the date the Participant ceases
to be employed by the Company or an affiliate of the Company.
(C)ACCOUNTS LESS THAN $25,000. Notwithstanding the foregoing, if
the aggregate value of the Participant's Deferral Accounts
attributable to (a) Deferral Elections made for Deferral Years
commencing on or after January 1, 2000, (b) Deferral Elections
made on July 1, 1999 by transferred BRP Participants, and (c) any
Prior Deferral Elections that became subject to the terms of this
Plan in accordance with Section 8 (E), is less than $25,000 at
the end of the month in which the Participant's employment
terminates, such Deferral Accounts shall be paid in a lump sum as
soon as practicable after the March 1 immediately following the
Participant's termination date.
(D)UPON DEATH. If a Participant dies before receiving all
payments under the Plan, payment of the balance in the
Participant's Deferral Accounts shall be made to the
Participant's designated beneficiary in the forms of distribution
elected by the Participant on the Participant's Deferral
Elections as soon as practicable after the March 1 following the
date of the Participant's death. To be valid, a beneficiary
designation must be in writing and the written designation must
have been delivered to and accepted by the Plan Administrator
prior to the Participant's death.
If at the time of the Participant's death there is not on file a
fully effective beneficiary designation form, or if the
designated beneficiary did not survive the Participant, the
person or persons surviving at the time of the Participant's
death in the first of the following classes of beneficiaries in
which there is a survivor, shall be entitled to receive the
balance of the Participant's Deferral Accounts. If a person in
the class surviving dies before receiving the balance (or the
person's share of the balance in case of more than one person in
the class) of the Participant's Deferral Accounts, that person's
right to receive the Participant's Deferral Accounts will lapse
and the determination of who will be entitled to receive the
Participant's Deferral Accounts will be determined as if that
person predeceased the Participant.
(a)Participant's surviving spouse;
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(b)Equally to the Participant's children, except that if
any of the Participant's children predecease the
Participant but leave descendants surviving, such
descendants shall take by right of representation the
share their parent would have taken if living;
(c)Participant's surviving parents equally;
(d)Participant's surviving brothers and sisters equally;
or
(e)Representative of the Participant's estate.
(E)TRANSITIONAL RULE. Notwithstanding the foregoing distribution
rules contained in this Section 8, a Participant who is employed
by the Company on January 1, 2000 and who has entered into a
Deferral Election for a Deferral Year prior to January 1, 2000 or
has a Transferred Account (collectively "Prior Deferral
Elections") and who has not commenced distribution of such Prior
Deferral Election, shall have a one-time opportunity effective
January 1, 2000 to elect to change the method of distribution
(lump sum versus installments) or to postpone the distribution
commencement date for that Prior Deferral Election for a period
of at least one year from the original distribution commencement
date selected on the Prior Deferral Election. To be effective,
such change must be submitted to the Plan Administrator on a form
provided by the Plan Administrator by December 31, 1999 or if
earlier, a date required by the Plan Administrator. If the change
is not submitted by December 31, 1999, the method and timing of
distribution elected on the Prior Deferral Election will remain
in effect. If the Participant elects to make a change to a Prior
Deferral Election, the amount deferred under the Prior Deferral
Election and all earnings attributable to that Prior Deferral
Election shall become subject to the distribution rules in this
Section 8 and the timing and form of distribution selected on the
Prior Deferral Election shall no longer be applicable with
respect to distributions on account of termination of employment,
retirement or disability. For purposes of a Prior Deferral
Election made under this Plan, "retirement" shall mean the
Participant's termination of employment with the Company after
the Participant's attainment of regular or early retirement as
defined in Section 6.1 or 6.2 of the Norwest Corporation Pension
Plan in effect on June 30, 1999. Also, for purposes of Prior
Deferral Elections made under this Plan, "disability" shall mean
the Participant's total disability as described in the Wells
Fargo & Company Long-Term Disability Plan, as amended from time
to time.
(F)FORM OF DISTRIBUTIONS. All distributions from Deferral
Accounts shall be payable as follows:
(1)In cash for all Deferral Accounts in an earnings option other
than the Common Stock Earnings Option; or
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(2)In shares of Common Stock for the portion of the Deferral
Accounts in the Common Stock Earnings Option.
(G)VALUATION OF DEFERRAL ACCOUNTS FOR DISTRIBUTION.
(1)The amount of the distribution in cash and/or Common Stock
shall be determined based on the Participant's Deferral
Account balance (and, if applicable, the price of Common
Stock) as of the March 1 of the year of distribution (or the
next preceding business day if March 1 is not a business day).
The amount of the distribution in cash and/or Common Stock as
of any other date on which a distribution is made shall be
determined based on the Participant's Deferral Account balance
(and, if applicable, the price of Common Stock) as of the end
of the month in which the event which triggers distribution
occurs. Earnings adjustments to amounts that have been valued
for distribution shall cease as of the date used to value such
amounts.
(2)The amount of each installment payment will be based on the
value of the Participant's Deferral Account as of the March 1
of the year of the installment payment (or the next preceding
business day if March 1 is not a business day) and the number
of the installments remaining. The balance remaining in the
Deferral Account shall continue to be adjusted based on the
earnings options selected by the Participant in the Deferral
Election until the valuation date used to determine the amount
of the last payment. All installment payments will be made by
pro rata withdrawals from each earnings option elected by the
Participant.
(H) EARLY WITHDRAWAL. A Participant or beneficiary who wishes to
receive payment of all or part of the Participant's Deferral
Account on a date earlier than that specified in the Deferral
Election or in the case of a beneficiary in accordance with
Section 8(D), may do so by filing with the Plan Administrator
a request for early withdrawal. Such payment will be made from
the earliest Deferral Year(s) in which the Participant has
participated in the Plan. Partial withdrawals of a given
Deferral Year's deferral are not permitted. Deferral Accounts
will be distributed in the order in which the accounts were
established. Stock Option Gain Compensation deferrals will be
distributed in the order in which the accounts were
established following the distribution of all funds from the
Compensation Deferrals. For the appropriate Deferral Year(s),
Account accruals to date shall be disbursed completely, less a
10% early withdrawal penalty on the amount distributed. The
10% penalty assessed for early withdrawal will be permanently
forfeited by the Participant and will be credited to the
account of the Company. Further, the Participant shall forfeit
eligibility to defer Compensation or Stock Option Gain
Compensation during the two Deferral Years following the year
in which
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the early withdrawal is made, but in no case shall an
early withdrawal cause a current Deferral Election (either of
Compensation or Stock Option Gain Compensation) to be
suspended or canceled. In no case may a Participant or
beneficiary make more than one early withdrawal per calendar
year.
9. NONASSIGNABILITY. No Participant or beneficiary shall have any
interest in any Accounts under this Plan that can be transferred, nor shall any
Participant or beneficiary have any power to anticipate, alienate, dispose of,
pledge or encumber the same while in the possession or control of the Company,
nor shall the Company recognize any assignment thereof, either in whole or in
part, nor shall any Account be subject to attachment, garnishment, execution
following judgment or other legal process while in the possession or control of
the Company. The designation of a beneficiary by a Participant does not
constitute a transfer.
10. WITHHOLDING OF TAXES. Distributions under this Plan shall be
subject to the deduction of the amount of any federal, state, or local income
taxes, Social Security tax, Medicare tax, or other taxes required to be withheld
from such payments by applicable laws and regulations.
11. UNSECURED OBLIGATION. The obligation of the Company to make
payments under this Plan constitutes only the unsecured (but legally
enforceable) promise of the Company to make such payments. The Participant shall
have no lien, prior claim or other security interest in any property of the
Company. The Company is not required to establish or maintain any fund, trust or
account (other than a bookkeeping account or reserve) for the purpose of funding
or paying the benefits promised under this Plan. If such a fund is established,
the property therein shall remain the sole and exclusive property of the
Company. The Company will pay the cost of this Plan out of its general assets.
All references to accounts, accruals, gains, losses, income, expenses, payments,
custodial funds and the like are included merely for the purpose of measuring
the Company's obligation to Participants in this Plan and shall not be construed
to impose on the Company the obligation to create any separate fund for purposes
of this Plan.
12. TRUST FUND. If the Company chooses to fund credits to
Participant's Deferral Accounts, all cash contributed for such funding shall be
held and administered in trust in accordance with the terms and provisions of a
trust agreement between the Company and the appointed trustee or any duly
appointed successor trustee. All Common Stock or other funds in the trust shall
be held on a commingled basis and shall be subject to the claims of the general
creditors of the Company. Plan Accounts shall be for bookkeeping purposes only,
and the establishment of Plan Accounts shall not require segregation of trust
assets.
13. NO GUARANTEE OF EMPLOYMENT. Participation in this Plan does not
constitute a guarantee or contract of employment with the Company or any of the
Company's affiliates. Such participation shall in no way interfere with any
right of the Company or
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any affiliate to determine the duration of a Participant's employment or the
terms and conditions of such employment.
14. ADMINISTRATION. The Plan Administrator or its delegatee shall have
the exclusive authority and responsibility for all matters in connection with
the operation and administration of the Plan. The Plan Administrator's powers
and duties shall include, but shall not be limited to, the following: (a)
responsibility for the compilation and maintenance of all records necessary in
connection with the Plan; (b) discretionary authority to interpret the terms of
the Plan; (c) authorizing the payment of all benefits and expenses of the Plan
as they become payable under the Plan; (d) authority to engage such legal,
accounting and other professional services as it may deem necessary; (e)
authority to adopt procedures for implementing the Plan; (f) discretionary
authority to determine Participants' eligibility for benefits under the Plan;
(g) set limits on the percentage or amount of Compensation that may be deferred
in a Deferral Year; and (h) to resolve all issues of fact and law in connection
with such determinations.
15. COMMON STOCK. Subject to adjustment below, the maximum number of
shares of Common Stock that may be credited under the Plan is 5,000,000. If the
Company shall at any time increase or decrease the number of its outstanding
shares of Common Stock or change in any way the rights and privileges of such
shares by means of the payment of a stock dividend or any other distribution
upon such shares payable in Common Stock, or through a stock split, subdivision,
consolidation, combination, reclassification, or recapitalization involving the
Common Stock, then the numbers, rights, and privileges of the shares issuable
under the Plan shall be increased, decreased, or changed in like manner as if
such shares had been issued and outstanding, fully paid, and nonassessable at
the time of such occurrence.
16. CLAIMS PROCEDURE. The Company shall establish a claims procedure
consistent with the requirements of ERISA. Such claims procedure shall provide
adequate notice in writing to any Participant or Beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for
such denial, written in a manner calculated to be understood by the claimant and
shall afford a reasonable opportunity to a claimant whose claim for benefits has
been denied for a full and fair review by the Company of the decision denying
the claim.
17. CONSTRUCTION AND APPLICABLE LAW. This Plan is intended to be
construed and administered as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees as provided under ERISA. The Plan shall be
construed and administered according to the laws of the State of Minnesota to
the extent that such laws are not preempted by ERISA.
18. AGENT FOR LEGAL PROCESS. The Company shall be agent for service of
legal process with respect to any matter concerning the Plan, unless and until
the Company designates some other person as such agent.
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19. AMENDMENT AND TERMINATION. The Board of Directors of the Company or
the Human Resources Committee of the Company's Board of Directors may at any
time terminate, suspend, or amend this Plan in any manner; provided, however,
that if necessary to maintain the availability of the exemption contained in
Rule 16b-3, or any successor regulation, under the Securities Exchange Act of
1934, as amended, for transactions pursuant to this Plan, the provisions of this
Plan relating to the amount, price and timing of awards pursuant to this Plan
may not be amended more than once in every six months other than to comport with
changes in the Internal Revenue Code or ERISA, or the rules thereunder.
Notwithstanding the foregoing, the President, Executive Vice President of Human
Resources and the Senior Vice President of Compensation and Benefits, acting
singly, shall have the authority to execute a written action to amend the Plan
to authorize the merger of any nonqualified deferred compensation plan
maintained by any acquired entity into this Plan.
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